The annoyance of passengers to helicopter noise was investigated by exposing subjects to simulated helicopter noises in the NASA Passenger Ride Quality Apparatus. The passengers were subjected to the measured internal noise of the NASA Civil Helicopter Research Aircraft and to five filtered conditions of the noise, each at four noise levels. In addition, the subjects were given an incentive to identify a series of phonetically balanced (PB) words prior to recording their annoyance. Each subject experienced each condition at four levels ranging from 70 to 86 dBA. Removal of the gear-clash or other predominant-frequency components reduced the noise level and the annoyance ratings of the subjects. The annoyance was essentially the same for a given noise level with or without the gear-clash or other predominant-frequency components. For identical noise conditions, the annoyance was greater when the passenger-subjects were attempting to identify PB words.